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December 24, 2011

13Ds are filed with the Securities and Exchange Commission within 10 days of an entity's attaining a greater than 5% position in any class of a company's securities. Subsequent changes in holdings or intentions must be reported in amended filings. This material has been extracted from filings released by the SEC from Dec. 15 through Dec. 21. Source: InsiderScore.com

On Dec. 9, Owl Creekurged Navistar management to consider "whether the potential merger partner's construction and military segments would allow for the creation of sufficiently valuable synergies" with NAV.

The companies also announced that J.C. Penney will be represented on the Martha Stewart board and unveiled a strategic alliance that will include the creation of distinct Martha Stewart shops within J.C. Penney stores.

Decreases in Holdings

Hilrod Holdings, an entity controlled by Chief Executive and Chairman Rodney Sacks and Vice Chairman and President Hilton Schlosberg, decreased its stake to 18,087,098 shares (19.3%), by selling 72,430 from Dec.12 through Dec. 13 at $95.00 to $96.60 per share.

Hillrod also disclosed a 10b5-1 trading plan, under which it expects to sell up to 210,000 shares through Feb. 23, 2012, subject to the satisfaction of certain conditions, including, among others, trading price.

Business: Global enterprise-software company Stock-Market Value: $1.3 billion ($21.35 per share) What's Happening: Praesidium Investment Management is discussing with management specific initiatives that the company can pursue to unlock shareholder value, including the spinoff or sale of certain assets, and strategic acquisitions.

Behind the Scenes: Praesidium is the type of activist that will work behind the scenes with management in a collaborative manner to help unlock shareholder value.

Progress Software has three divisions: an application development platform (ADP), a legacy data business and an enterprise business solutions (EBS) unit. The ADP business is a mature, profitable operation, the data business is small, and the EBS business is a newer and fast-growing operation that hasn't yet reached profitability. However, EBS is the future of the company.

Progress Software describes itself as "a global enterprise-software company that enables organizations to achieve higher levels of business performance by improving operational responsiveness"—exactly what the EBS division does.

A sale of the ADP and data businesses could feasibly fetch more than the entire stock-market capitalization of the company. Alternatively, Progress Software could use its cash and incur debt to do acquisitions that are synergistic with the EBS business.

Praesidium probably will work with the new CEO to aggressively try to expand the EBS business, whether in combination with a sale of one or both of the other divisions, or not.

-- Kenneth Squire

This item is by 13D Monitor, a research firm specializing in shareholder activism and 13D filings. For a full report, go to www.13DMonitor.com or call Kenneth Squire at 1-212-223-2282.